D208434531

Electronically Recorded

Tarrant County Texas

Official Public Records

2008 Nov 21 09:11 AM

D208434531

Fee: $ 36.00

Submitter: SIMPLIFILE

6 Pages

Suzanne Henderson

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.

THIS LEASE AGREEMENT (this "Lease") is made as of the 25th day of September, 2008, between Jesse D.
Fought and Brooke E. Fought, husband and wife, whose address is 5017 Joy Lee Street, Haltom City, Texas 761 17, as
Lessor, and XTO Energy Inc., whose address is 810 Houston Street, Fort Worth, Texas 76102, as Lessee.

1. Leased Premises. In consideration of a cash bonus paid upon execution of this Lease, and the covenants herein
contained, Lessor hereby grants, leases and lets exclusively to Lessee the land described on Exhibit "A" attached hereto
(the "leased premises") in Tarrant County, Texas (including any interests therein which Lessor may hereafter acquire by
reversion, prescription or otherwise), for the purpose of exploring for, developing, producing and marketing oil and gas.
For purposes of this Lease, "oil and gas" means oil, gas and other liquid and gaseous hydrocarbons and their constituent
elements produced through a well bore. "Oil" includes all condensate, distillate and other liquid and gaseous
hydrocarbons produced through a well bore. "Gas" includes helium, carbon dioxide and other commercial gases, as well
as hydrocarbon gases. Expressly excluded from this Lease are lignite, coal, sulfur and other like minerals. The leased
premises shall include all strips and gores, streets, easements, highways and alleyways adjacent thereto. Lessor agrees to
execute at Lessee's request any additional or supplemental instruments reasonably necessary for a more complete or
accurate description of the leased premises. In the event Lessor owns any additional acreage than that for which bonus
was originally paid, Lessee shall pay additional bonus at the rate per acre on which bonus was originally paid when this
Lease was acquired. For the purpose of determining the amount of any shut-in royalties hereunder, the number of gross
acres specified on Exhibit "A" shall be deemed correct, whether actually more or less.

2. Term. This Lease is a "paid up" lease requiring no rentals. Subject to the other provisions contained herein,
this Lease shall be for a term of Three (3) years from the date hereof (the "primary term"), and for as long thereafter as
oil or gas or other substances covered hereby are produced in paying quantities from the leased premises or from lands
pooled therewith, or this Lease is otherwise maintained in effect pursuant to the provisions hereof.

3. Royalty, Royalties on oil, gas and other substances produced and saved hereunder shall be paid by Lessee to
Lessor as follows: (a) for oil and other liquid hydrocarbons separated at Lessee's separator facilities, the royalty shall be
twenty five percent (25%) of such production, to be delivered at Lessee's option to Lessor at the wellhead or to Lessor's
credit at the oil purchaser's transportation facilities, provided that Lessee shall have the continuing right to purchase such
production at the wellhead market price then prevailing in the same field (or if there is no such price then prevailing in the
same field, then in the nearest field in which there is such a prevailing price) for production of similar grade and gravity;
and (b) for gas (including casinghead gas) and all other substances covered hereby, the royalty shall be twenty five
percent (25%) of the proceeds realized by Lessee from the sale thereof, computed at the point of sale, less a proportionate
part of ad valorem taxes and production, severance or other excise taxes, and less the permitted unaffiliated third party
deductions described below; provided that Lessee shall have the continuing right to purchase such production at the
prevailing wellhead market price paid for production of similar quality in the same field (or if there is no such price then
prevailing in the same field, then in the nearest field in which there is such a prevailing price) pursuant to comparable
purchase contracts entered into on the same or nearest preceding date as the date on which Lessee commences its
purchases hereunder. If at the end of the primary term or any time thereafter one or more wells on the leased premises or
lands pooled therewith are capable of producing oil or gas or other substances covered hereby in paying quantities, but
such well or wells are either shut-in or production therefrom is not being sold by Lessee, such well or wells shall
nevertheless be deemed to be producing in paying quantities for the purpose of maintaining this Lease. A well that has
been drilled but not fraced shall be deemed capable of producing in paying quantities. If for a period of ninety (90)
consecutive days such well or wells are shut-in or production therefrom is not being sold by Lessee, then Lessee shall pay
shut-in royalty of fifty dollars ($50.00) per acre then covered by this Lease on or before the end of said 90-day period and
thereafter on or before each anniversary of the end of said 90-day period while the well or wells are shut-in or production
therefrom is not being sold by Lessee; provided, however, that if this Lease is otherwise being maintained by operations,
or if production is being sold by Lessee from another well or wells on the leased premises or lands pooled therewith, no
shut-in royalty shall be due until the end of the 90-day period next following cessation of such operations or production.
Notwithstanding anything to the contrary herein, it is expressly understood and agreed that after the expiration of the
primary term, Lessee shall not have the right to continue this Lease in force by payment of shut-in royalty for more than a
single period of up to two (2) consecutive years.

Royalties on oil, gas and other substances produced and saved hereunder which are processed in a processing
plant in which Lessee, or an affiliate of Lessee, has a direct or indirect interest, shall be calculated based upon the higher
of the proceeds received or the market value of the products so processed. Similarly, on oil, gas and other substances
produced and saved hereunder which are sold to Lessee, or an affiliate of Lessee, royalties shall be paid based upon the
higher of the market value of the products so sold and the proceeds received by Lessee for said products. Notwithstanding
anything to the contrary herein, except for nonaffiliated third-party charges incurred or paid by Lessee, in no event shall
any of Lessor's royalty bear any part of the costs of production or any post-production costs, including costs of lifting,
gathering, dehydration, compression, separation, delivery, transportation, manufacture, processing, treating or marketing,
or for construction, operation or depreciation of any plant or other facility or equipment for processing or treating oil or
gas produced from the leased premises or lands pooled therewith. In no event shall Lessor receive a price greater than or
less than Lessee in sales to nonaffl Hates.

As used herein, "affiliate" means (i) a corporation, joint venture, partnership or other entity that owns more than
ten percent (10%) of the outstanding voting interest of Lessee or in which Lessee owns more than ten percent (10%) of the

NO SURFACE USE
PAID UP OIL AND GAS LEASE

outstanding voting interest; or (ii) a corporation, joint venture, partnership or other entity in which, together with Lessee,
more than ten percent (1 0%) of the outstanding voting interest of both the Lessee and the other corporation, joint venture,
partnership or other entity is owned or controlled by the same person or group of persons.

4. Payments. All shut-in or other royalty payments under this Lease shall be paid or tendered to Lessor at the
above address, or at such address or to Lessor's credit at such depository institution as Lessor may provide written notice
of from time to time. All payments or tenders may be made in currency, by check or by draft.

5. Continuous Drilling Obligations. If Lessee drills a well which is incapable of producing in paying quantities (a
"dry hole") on the leased premises or lands pooled therewith, or if all production (whether or not in paying quantities)
permanently ceases from any cause, including a revision of unit boundaries pursuant to the provisions of Section 6 or the
action of any governmental authority, then in the event this Lease is not otherwise being maintained in force it shall
nevertheless remain in force if Lessee commences operations for reworking an existing well or for drilling an additional
well or for otherwise obtaining or restoring production on the leased premises or lands pooled therewith within one
hundred eighty (180) days after completion of operations on such dry hole or within one hundred and eighty (180) days
after such cessation of all production. If at the end of the primary term, or at any time thereafter, this Lease is not
otherwise being maintained in force but Lessee is then engaged in drilling, reworking or any other operations reasonably
calculated to obtain or restore production therefrom, this Lease shall remain in force so long as any one or more of such
operations are prosecuted with no cessation of more than ninety (90) consecutive days, and if any such operations result in
the production of oil or gas or other substances covered hereby, as long thereafter as there is production in paying
quantities from the leased premises or lands pooled therewith. After completion of a well capable of producing in paying
quantities hereunder, Lessee shall drill such additional wells on the leased premises or lands pooled therewith as a
reasonably prudent operator would drill under the same or similar circumstances (a) to develop the leased premises as to
formations then capable of producing in paying quantities on the leased premises or lands pooled therewith, or (b) to
protect the leased premises from uncompensated drainage by any well or wells located on other lands not pooled
therewith. There shall be no covenant to drill exploratory wells or any additional wells except as expressly provided
herein.

6. Pooling. Lessee shall have the right but not the obligation to pool all or any part of the leased premises or
interests therein with any other lands or interests, as to any or all depths or zones, and as to any or all substances covered
by this lease, either before or after the commencement of production, whenever Lessee deems it necessary or proper to do
so in order to prudently develop or operate the leased premises, whether or not similar pooling authority exists with
respect to such other lands or interests; provided, however, that the entire leased premises covered by this Lease shall be
included in any unit created pursuant to the pooling authority granted herein. The unit formed by such pooling for an oil
well which is not a horizontal completion shall not exceed eighty (80) acres plus a maximum acreage tolerance of ten
percent (10%), and for a gas well or a horizontal completion shall not exceed six hundred forty (640) acres plus a
maximum acreage tolerance of ten percent (10%); provided that a larger unit may be formed for an oil well or gas well or
horizontal completion to conform to any well spacing or density pattern that may be prescribed or permitted by any
governmental authority having jurisdiction to do so. For the purpose of the foregoing, the terms "oil well" and "gas well"
shall have the meanings prescribed by applicable law or the appropriate governmental authority, or, if no definition is so
prescribed, "oil well" means a well with an initial gas-oil ratio of less than 100,000 cubic feet per barrel and "gas well"
means a well with an initial gas-oil ratio of 100,000 cubic feet or more per barrel, based on 24-hour production test
conducted under normal producing conditions using standard lease separator facilities or equivalent testing equipment;
and "horizontal completion" means a well in which the horizontal component of the gross completion interval in the
reservoir exceeds the vertical component thereof. In exercising its pooling rights hereunder, within ninety (90) days of
first production, Lessee shall file of record a written declaration describing the unit and stating the effective date of
pooling which may be retroactive to first production. In the event Lessor's acreage is included in a well, all of Lessor's
acreage shall be included. Production, drilling or reworking operations anywhere on a unit which includes the leased
premises shall be treated as if it were production, drilling or reworking operations on the leased premises, except that the
production on which Lessor's royalty is calculated shall be that proportion of the total unit production which the net
acreage covered by this Lease and included in the unit bears to the total gross acreage in the unit. Pooling in one or more
instances shall not exhaust Lessee's pooling rights hereunder, and Lessee shall have the recurring right but not the
obligation to revise any unit formed hereunder by expansion or contraction or both, either before or after commencement
of production, in order to conform to the well spacing or density pattern prescribed or permitted by the governmental
authority having jurisdiction, or to conform to any productive acreage determination made by such governmental
authority. In making such a revision, Lessee shall file of record a written declaration describing the revised unit and
stating the effective date of revision. If the leased premises are included in or excluded from the unit by virtue of such
revision, the proportion of unit production on which royalties are payable hereunder shall thereafter be adjusted
accordingly. In the absence of production in paying quantities from a unit, or upon permanent cessation thereof, Lessee
may terminate the unit by filing of record a written declaration describing the unit and stating the date of termination.
Pooling hereunder shall not constitute a cross-conveyance of interests. If this lease now or hereafter covers separate
tracts, no pooling or unitization of royalty interest as between any such separate tracts is intended or shall be implied or
result merely from the inclusion of such separate tracts within this Lease but Lessee shall nevertheless have the right to
pool as provided above with consequent allocation of production as above provided. As used in this paragraph, the words
"separate tract" mean any tract with royalty ownership differing, now or hereafter, either as to parties or amounts, from
that as to any other part of the leased premises.

7. Partial Interests. If Lessor owns less than the full mineral estate in all or any part of the leased premises, the
royalties and shut-in royalties payable hereunder for any well on any part of the leased premises or lands pooled therewith
shall be reduced to the proportion that Lessor's interest in such part of the leased premises bears to the full mineral estate
in such part of the leased premises.

8. Assignment. The interest of either Lessor or Lessee hereunder may be assigned, devised or otherwise
transferred in whole or in part, by area and/or by depth or zone, and the rights and obligations of the parties hereunder

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shall extend to their respective heirs, devisees, executors, administrators, successors and assigns No change in Lessor s
ownership shall have the effect of reducing the rights or enlarging the obligations of Lessee hereunder, and no change in
ownership shall be binding on Lessee until thirty (30) days after Lessee has been furnished the original or certified or duly
authenticated copies of the documents establishing such change of ownership to the reasonable satisfaction of Lessee or
until Lessor has satisfied the notification requirements contained in Lessee's usual form of division order. Except as
otherwise stated herein, if Lessee transfers its interest hereunder in whole or in part, Lessee shall be relieved of aU
obligations thereafter arising with respect to the transferred interest, and failure of the transferee to satisfy such
obligations with respect to the transferred interest shall not affect the rights of Lessee with respect to any interest not so
transferred. If Lessee transfers a full or undivided interest in all or any portion of the area covered by this Lease, the
obligation to pay or tender shut-in royalties hereunder shall be divided between Lessee and the transferee in proportion to
the net acreage interest in this Lease then held by each.

9. Release and Vertical Push Clause. Lessee may, at any time and from time to time, deliver to Lessor in
recordable form or file of record a written release of this Lease as to a full or undivided interest in all or any portion of the
area covered by this Lease or any depths or zones thereunder, and shall thereupon be relieved of all obligations thereafter
arising with respect to the interest so released. If Lessee releases all or an undivided interest in less than all of the area
covered hereby, Lessee's obligation to pay or tender shut-in royalties shall be proportionately reduced in accordance with
the net acreage interest retained hereunder. In any event, upon termination of this Lease, Lessee, its successors or assigns,
shall deliver to Lessor a recordable release as to such portion or portions of this Lease which have terminated under the
terms of this Lease. Upon the expiration of the primary term of this Lease, upon the expiration of any extension or
renewal of the primary term, or after cessation of operations as provided herein, whichever occurs last, this Lease shall
terminate as to all rights lying below one hundred feet (100') below either (1) the deepest depth drilled in any well drilled
on the leased premises or on lands pooled therewith or (2) the stratigraphic equivalent of the base of the deepest formation
producing or capable of producing in any well drilled on the leased premises or on lands pooled therewith, whichever is
the deepest; provided, however, if Lessee is then engaged in operations on the leased premises or on lands pooled
therewith, this Lease shall remain in full force and effect as to all depths so long as no more than ninety (90) days elapse
between operations.

10. Waiver of Surface Use. Notwithstanding anything to the contrary in this Lease, Lessee shall not enter upon the
surface of, cross over, place any structure or building upon or conduct any operations on the leased premises or within
six hundred feet (60Q_') of the leased premises. Lessee shall only develop the leased premises by pooling, as provided
herein, or by directional or horizontal drilling commenced from a surface location on other lands. Lessee shall make all
reasonable efforts not to use residential or neighborhood streets or thoroughfares in developing the leased premises, any
lands pooled therewith or otherwise.

11. Noise. Noise levels associated with Lessee's operations related to the drilling, completion and reworking of
wells shall be kept to a reasonable minimum, taking into consideration reasonably available equipment and technology in
the oil and gas industry, the level and nature of development and surface use elsewhere in the vicinity of Lessee's drill
sites and the fact Lessee's operations are being conducted in or near an urban residential area. If Lessee utilizes any non-
electric-powered equipment in its operations, Lessee shall take reasonable steps to muffle the sound therefrom by
installing a noise suppression muffler or like equipment.

12. Regulatory Requirements and Force Majeure. Lessee's obligations under this Lease, whether express or
implied, shall be subject to all applicable laws, rules, regulations and orders of any governmental authority having
jurisdiction, including environmental regulations, setback requirements, restrictions on the drilling and production of
wells, and the price of oil, gas and other substances covered hereby. To the extent any such laws, rules, regulations or
orders are less restrictive than the terms of this Lease, this Lease shall control. When drilling, reworking, production or
other operations are prevented or delayed by such laws, rules, regulations or orders, or by inability to obtain necessary
permits, equipment, services, material, water, electricity, fuel, access or easements, or by fire, flood, adverse weather
conditions, war, sabotage, rebellion, insurrection, riot, strike or labor disputes, or by inability to obtain a satisfactory
market for production or failure of purchasers or carriers to take or transport such production, or by any other cause not
reasonably within Lessee's control, this Lease shall not terminate because of such prevention or delay, and at Lessee's
option, the period of such prevention or delay shall be added to the term hereof. Lessee shall not be liable for breach of
any express or implied covenants of this Lease when drilling, production or other operations are so prevented, delayed or
interrupted.

13. Indemnity. Lessee hereby releases and discharges Lessor and the owner of the surface estate, along with
their officers, employees, partners, agents, contractors, subcontractors, guests and invitees, and their respective
heirs, successors and assigns (collectively the "Lessor Parties*'), of and from all and any actions and causes of
action of every nature, or other harm, including environmental harm, for which recovery of damages is sought,
including, but not limited to, all losses and expenses which are caused by the activities of Lessee, its officers,
employees and agents arising out of, incidental to or resulting from, the operations of or for Lessee on or under the
leased premises or at the drill site or operations site or that may arise out of or be occasioned by Lessee's breach of
any of the terms or provisions of this Lease, or by any other negligent or strictly liable act or omission of Lessee.
Further, Lessee hereby agrees to be liable for, exonerate, indemnify, defend and hold harmless the Lessor Parties
against any and all claims, liabilities, losses, damages, actions, property damage, personal injury (including death),
costs and expenses, or other harm for which recovery of damages is sought, under any theory including tort,
contract, statute or strict liability, including attorney fees and other legal expenses, including those related to
environmental hazards on or under the leased premises or at the drill site or operations site or in any way related
to Lessee's failure to comply with any and all environmental laws; those arising from or in any way related to
Lessee's operations or any other of Lessee's activities in, on or under the leased premises or at the drill site or
operations site; those arising from Lessee's use of the surface or subsurface of the leased premises; and those that
may arise out of or be occasioned by Lessee's breach of any of the terms or provisions of this Lease or any other
act or omission of Lessee, its directors, officers, employees, partners, agents, contractors, subcontractors, guests,

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invitees and their respective successors and assigns. Each assignee of this Lease, or of an interest herein, agrees to
be liable for, exonerate, indemnify, defend and hold harmless the Lessor Parties in the same manner provided
above in connection with the activities of Lessee, its officers, employees and agents as described above. EXCEPT
AS OTHERWISE EXPRESSLY LIMITED HEREIN, ALL OF THE INDEMNITY OBLIGATIONS AND/OR
LIABILITIES ASSUMED UNDER THE TERMS OF THIS LEASE SHALL BE WITHOUT LIMITS AND
WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF (EXCLUDING PRE-EXISTING
CONDITIONS), STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY OR PARTIES (INCLUDING
THE NEGLIGENCE OF THE INDEMNIFIED PARTY), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT,
CONCURRENT, ACTIVE OR PASSIVE.

14. Notices. All notices required or contemplated by this Lease shall be directed to the party being notified at the
address identified above, unless notice of another address has been provided in writing. All such notices shall be made by
registered or certified mail, return receipt requested, unless another means of delivery is expressly stated.

15. No Warranty of Title. Lessor makes no warranty of any kind with respect to title to the surface or mineral
estate in the leased premises or any portion of or interest therein. AH warranties that might arise by common law or by
statute, including but not limited to Section 5.023 of the Texas Property Code (or its successor) are excluded. By
acceptance of this Lease, Lessee acknowledges that it has been given full opportunity to investigate and has conducted
sufficient investigation to satisfy itself as to the title to the leased premises. Lessee assumes all risk of title failures.

16. Top Leasing Permitted. There shall be no prohibition or limitation on top leasing.

1 7. Venue and Legal Fees. Venue for any dispute arising under this Lease shall lie in Tan-ant County, Texas, where
all obligations under this Lease are performable.

18. Off-Site Drillsite. As a result of land development in the vicinity of the lease premises, governmental rules or
ordinances regarding well sites, and/or surface restrictions as may be set forth in this lease and/or other leases in the
vicinity, surface locations for well sites in the vicinity may be limited and Lessee may encounter difficulty securing
surface locations) for drilling, reworking or other operations. Therefore, since drilling, reworking or other operations are
either restricted or not allowed on the lease premises or other leases in the vicinity, it is agreed that any such operations
conducted at a surface location off of the lease premises or off of lands with which the lease premises are pooled in
accordance with this lease, provided that such operations are associated with a directional well for the purpose of drilling,
reworking, producing or other operations under the lease premises or lands pooled therewith, shall for purposes of this
lease be deemed operations conducted on the lease premises. Nothing contained in this paragraph is intended to modify
any surface restrictions or pooling provisions or restrictions contained in this lease, except as expressly stated.

19,Option to Extend. Lessee is hereby given the option, to be exercised prior to the date on which this lease or any
portion thereof would expire in accordance with its terms and provisions of extending this lease for a period of two
(_2_) years as to all or any portion of the acreage then held hereunder which would expire unless so extended. The only
action required by Lessee to exercise such option being the payment to Lessor (or for Lessor's credit at the depository
bank named herein) and/or such parties entitled under any change of ownership according to Lessee's records, an
additional consideration of the sum of Twenty Five Thousand Dollars ($25,000.00) per net mineral acre owned by the
party entitled to such payment at such time of extension, in the acreage so extended. If this lease is extended as to only a
portion of the acreage then covered hereby, Lessee shall designate such portion by a recordable instrument.

20. Miscellaneous. This Lease is entered into in the State of Texas and shall be construed, interpreted and enforced
in accordance with the laws of the State of Texas without reference to choice-of-law rules. Should any of the provisions
herein be determined to be invalid by a court of competent jurisdiction, it is agreed that this shall not affect the
enforceability of any other provision herein and that the parties shall attempt in good faith to renegotiate that provision so
determined to be invalid to effectuate the purpose of and to conform to the law regarding such provision. The section
titles appearing in this Lease are for convenience only and shall not by themselves determine the construction of this
Lease. This Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument. Singular and plural terms, as well as terms stated in the masculine,
feminine or neuter gender, shall be read to include the other(s) as the context requires to effectuate the full purposes of
this Lease.

IN WITNESS WHEREOF, this Lease is executed to be effective as of the date first written above, but upon
execution shall be binding on each signatory and the signatory's heirs, devisees, executors, administrators, successors and
assigns, whether or not mis Lease has been executed by all parties hereinabove named as Lessor.

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STATE OF TEXAS
COUNTY OF TARRANT

This instrument was acknowledged before me on the 2^> day of S^J^j^^^008* by
Jesse D. Fought and Brooke E. Fought, husband and wife.

Notary

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EXHIBIT ** A1

0390 acres, more or less, out of the J. Matthew Survey, Abstract No.1051, being Lot 1, Block 29, Browning Heights
East Addition, an Addition to the City of Haltom City, Tarrant County, Texas, according to the Plat thereof
recorded in Volume 388-U, Page 39, Plat Records, Tarrant County, Texas, and being those same lands
particularly described in a Special Warranty Deed with Vendor's Lien dated July 15, 2003 from Mel Martinez,
Secretary of Housing and Urban Development, of Washington D.C., his successors and assigns to Jesse D. Fought,
in Document No. D203262191, Deed Records, Tarrant County, Texas and amendments thereof including streets,
easements, and alleyways adjacent thereof, and any riparian rights.

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